DISSOLUTION

M.R.S. tit. 31, ch. 19, subch. 8

in effect

31 M.R.S. §1391 Nonjudicial dissolution

1391. Nonjudicial dissolution Except as otherwise provided in section 1392, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: 1. Event specified in partnership agreement. The happening of an event specified in the partnership agreement; 2. Consent. The consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; 3. Dissociation of general partner. After the dissociation of a person as a general partner: A. If the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or B. If the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (1) Consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (2) At least one person is admitted as a general partner in accordance with the consent; 4. Dissociation of last limited partner. The passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or 5. Declaration of dissolution. The signing and filing of a declaration of dissolution by the Secretary of State under section 1399, subsection 3. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1392 Judicial dissolution

1392. Judicial dissolution On application by a partner, the Superior Court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1393 Winding up

1393. Winding up 1. Purpose after dissolution. A limited partnership continues after dissolution only for the purpose of winding up its activities. 2. Winding up limited partnership. In winding up its activities, the limited partnership: A. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 1323 and perform other necessary acts; and B. Shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities and marshal and distribute the assets of the partnership. 3. Appointment to wind up activities. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: A. Has the powers of a general partner under section 1394; and B. Shall promptly amend the certificate of limited partnership to state: (1) That the limited partnership does not have a general partner; (2) The name of the person that has been appointed to wind up the limited partnership; and (3) The street and mailing address of the person. 4. Judicial supervision. On the application of any partner, the Superior Court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: A. The limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection 3; or B. The applicant establishes other good cause. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1394 Power of general partner and person dissociated as general partner to bind partnership after dissolution

1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution 1. General partner's act after dissolution. A limited partnership is bound by a general partner's act after dissolution that: A. Is appropriate for winding up the limited partnership's activities; or B. Would have bound the limited partnership under section 1352 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. 2. Dissociated general partner's act after dissolution. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: A. At the time the other party enters into the transaction: (1) Less than 2 years has passed since the dissociation; and (2) The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and B. The act: (1) Is appropriate for winding up the limited partnership's activities; or (2) Would have bound the limited partnership under section 1352 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1395 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner

1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner 1. General partner liable for inappropriate act after dissolution. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 1394, subsection 1 by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: A. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and B. If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. 2. Dissociated general partner liable for incurring obligation. If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 1394, subsection 2, the person is liable: A. To the limited partnership for any damage caused to the limited partnership arising from the obligation; and B. If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1396 Known claims against dissolved limited partnership

1396. Known claims against dissolved limited partnership 1. Dispose of known claims. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2. 2. Notice of dissolution. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: A. Specify the information required to be included in a claim; B. Provide a mailing address to which the claim is to be sent; C. State the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; D. State that the claim will be barred if not received by the deadline; and E. Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 1354. 3. Claim barred. A claim against a dissolved limited partnership is barred if the requirements of subsection 2 are met and: A. The claim is not received by the specified deadline; or B. In the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection. 4. Claims or liability after dissolution. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1397 Other claims against dissolved limited partnership

1397. Other claims against dissolved limited partnership 1. Notice of dissolution; claims. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. Notice requirements. The notice must: A. Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this State, in Kennebec County; B. Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; C. State that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within 5 years after publication of the notice; and D. Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on section 1354. 3. Claimants barred. If a dissolved limited partnership publishes a notice in accordance with subsection 2, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within 5 years after the publication date of the notice: A. A claimant that did not receive notice in a record under section 1396; B. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and C. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. 4. Enforcement of claims. A claim not barred under this section may be enforced: A. Against the dissolved limited partnership, to the extent of its undistributed assets; B. If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or C. Against any person liable on the claim under section 1354. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §19 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1398 Liability of general partner and person dissociated as general partner when claim against limited partnership barred

1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred If a claim against a dissolved limited partnership is barred under section 1396 or 1397, any corresponding claim under section 1354 is also barred. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1399 Administrative dissolution of domestic limited partnership

1399. Administrative dissolution of domestic limited partnership 1. Grounds for administrative dissolution. Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to administratively dissolve a domestic limited partnership if: A. The domestic limited partnership does not pay when they are due any fees or penalties imposed by this chapter or other law; B. The domestic limited partnership does not deliver its annual report to the Secretary of State as required by section 1330, subsection 1; C. The domestic limited partnership does not pay the annual report late filing penalty as required by section 1330, subsection 3; D. The domestic limited partnership is without a registered agent in this State as required by Title 5, section 105, subsection 1; E. The domestic limited partnership does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111; or F. A general partner, limited partner or agent of the domestic limited partnership signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing. 2. Procedure for administrative dissolution of domestic limited partnership. If the Secretary of State determines that one or more grounds exist under subsection 1 for dissolving a domestic limited partnership, the Secretary of State shall serve the limited partnership with a written notice of that determination as required by subsection 10. 3. Administrative dissolution. The domestic limited partnership is administratively dissolved if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 10 the Secretary of State determines that the limited partnership has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the limited partnership as required by subsection 10 that recites the ground or grounds for dissolution and the effective date of dissolution. 4. Effect of administrative dissolution; prohibition. A domestic limited partnership administratively dissolved under this section continues its existence but may not transact any business in this State except as necessary to wind up the affairs of the limited partnership. 5. Liability of limited partners. A limited partner of a domestic limited partnership is not liable as a general partner of the limited partnership solely by reason of the limited partnership's having been administratively dissolved under this section. 6. Validity of contracts; right to be sued; right to defend suit. The administrative dissolution of a domestic limited partnership under this section does not impair: A. The validity of any contract or act of the domestic limited partnership; B. The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or C. The right of the domestic limited partnership to defend any action, suit or proceeding in any court of this State. 7. Authority of registered agent. The administrative dissolution of a domestic limited partnership under this section does not terminate the authority of its registered agent. 8. Protecting domestic limited partnership name after administrative dissolution. The name of a domestic limited partnership remains in the Secretary of State's record of limited partnership names and is protected for a period of 3 years following administrative dissolution under this section. 9. Notice to Superintendent of Financial Institutions in case of financial institution or credit union. In the case of a financial institution authorized to do business in this State or a credit union authorized to do business in this State, as defined in Title 9‑B, the Secretary of State shall notify the Superintendent of Financial Institutions within a reasonable time prior to administratively dissolving the financial institution or credit union under this section. 10. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the domestic limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the limited partnership. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §§20-24 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1400 Reinstatement following administrative dissolution or suspension of domestic limited partnership

1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership 1. Reinstatement following administrative dissolution. A domestic limited partnership administratively dissolved under section 1399 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. A. The application for reinstatement must: (1) State the name of the domestic limited partnership and the effective date of its administrative dissolution; (2) State that the ground or grounds for dissolution either did not exist or have been eliminated; and (3) State that the domestic limited partnership's name satisfies the requirements of section 1308. B. If the Secretary of State determines that the application contains the information required under this subsection and is accompanied by the reinstatement fee set forth in section 1460, subsection 6, and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership. C. When the reinstatement is effective under this subsection, it relates back to and takes effect as of the effective date of the administrative dissolution, and the domestic limited partnership resumes business as if the administrative dissolution had not occurred. 2. Reinstatement after suspension. A domestic limited partnership that was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement. A. The reinstatement may be granted if: (1) The Secretary of State determines that the application contains the information required under subsection 1; (2) The application for reinstatement is accompanied by the reinstatement fee set forth in section 1460, subsection 6; and (3) The application for reinstatement is received by the Secretary of State by June 30, 2010. B. A domestic limited partnership that fails to meet the requirements of this subsection is administratively dissolved and may not reinstate. C. The name of a domestic limited partnership that is suspended remains in the Secretary of State's record of limited partnership names and is protected for a period of 3 years following suspension. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §25 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1401 Appeal from denial of reinstatement of domestic limited partnership

1401. Appeal from denial of reinstatement of domestic limited partnership 1. Denial of reinstatement. If the Secretary of State denies a domestic limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership as required by section 1399, subsection 10 with a written notice that explains the reason or reasons for denial. 2. Appeal. A domestic limited partnership may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the limited partnership's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The limited partnership appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the limited partnership's application for reinstatement and the Secretary of State's notice of denial. 3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved domestic limited partnership or may take other action the court considers appropriate. 4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings. PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §26 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).

31 M.R.S. §1401-A Revival of domestic limited partnership after dissolution

1401-A. Revival of domestic limited partnership after dissolution 1. Determination of need to revive partnership. If the Secretary of State finds that a domestic limited partnership has dissolved in any manner under this subchapter and that the domestic limited partnership should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the domestic limited partnership. 2. Certificate of revival. The certificate of revival must include: A. The name of the domestic limited partnership and its original date of organization; B. The name of the domestic limited partnership's registered agent and the address of its registered agent at the time of dissolution; C. The name and address of the party or parties requesting the revival; D. The purpose or purposes for which revival is requested; and E. The time period needed to complete the purpose or purposes specified under paragraph D. 3. Notice of revival. The Secretary of State shall issue a notice to the domestic limited partnership to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this subsection. 4. Termination of revival. When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall issue a notice to the domestic limited partnership at the address provided in subsection 2, paragraph C that the status of the limited partnership has returned to the status prior to filing the certificate of revival under this section. PL 2007, c. 231, §37 (NEW). PL 2007, c. 231, §40 (AFF).

31 M.R.S. §1402 Disposition of assets; when contributions required

1402. Disposition of assets; when contributions required 1. Assets to satisfy creditors. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors. 2. Surplus paid in cash distribution. Any surplus remaining after the limited partnership complies with subsection 1 must be paid in cash as a distribution. 3. Insufficient assets to satisfy all obligations. If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection 1, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply. A. Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 1377 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. B. If a person does not contribute the full amount required under paragraph A with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph A on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. C. If a person does not make the additional contribution required by paragraph B, further additional contributions are determined and due in the same manner as provided in that paragraph. 4. Additional contribution recoverable. A person that makes an additional contribution under subsection 3, paragraph B or C may recover from any person whose failure to contribute under subsection 3, paragraph A or B necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute. 5. Estate of deceased liable for obligations. The estate of a deceased individual is liable for the individual's obligations under this section. 6. Assignee, court appointee may enforce. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection 3. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1403 Late reinstatement of domestic limited partnership after administrative dissolution

1403. Late reinstatement of domestic limited partnership after administrative dissolution 1. Application to reinstate domestic limited partnership. A domestic limited partnership that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the domestic limited partnership and the effective date of its administrative dissolution; B. Provide a statement together with supporting documentation that the general partner signing the application is duly authorized to act for the domestic limited partnership; C. Establish that the grounds for dissolution either did not exist or have been eliminated; D. Demonstrate that the domestic limited partnership's name satisfies the requirements of section 1308 or that the domestic limited partnership is filing an amendment to change the name to satisfy the requirements of section 1308; E. Attest that no lawsuits are pending against the domestic limited partnership; and F. Explain the reason or reasons that reinstatement is being requested. 2. Determination of need to reinstate domestic limited partnership. If the Secretary of State determines that the application satisfies the provisions of subsection 1 and is accompanied by the reinstatement fee set forth in section 1460, subsection 6, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State may deny reinstatement if there are material misstatements provided in the application. The Secretary of State shall use the procedures set forth in section 1399, subsection 10 to deliver the notice to the domestic limited partnership. 3. Effect of reinstatement. When the reinstatement is effective under subsection 2, it relates back to and takes effect as of the effective date of the administrative dissolution, and the domestic limited partnership resumes activities as if the administrative dissolution had not occurred. PL 2015, c. 254, §4 (NEW).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch19sec0.htmlFetched: 10/20/2026